1 May 2019 11:00
AIM share code: SKIN
1 May 2019
Integumen PLC
("Integumen" or "Company")
Changes to interests of a significant shareholder
Integumen has received a notification of a change in the interests of a significant shareholder. In accordance with AIM Rule 17, the following details are now notified:
Following the approval of Integumen shareholders at yesterday's general meeting and under the terms of the Venn Debt Conversion Agreement (as defined in the Company's announcement of 12 April 2019) the debt of £421,000 owed by Integumen has been converted into 30,071,428 new Integumen ordinary shares at a price of 1.4 pence ("Debt Conversion Shares"), conditional upon admission. Admission is expected to take place at 8.00 a.m. on 2 May 2019.
Separate to this conversion, the Company has been advised that Venn Life Sciences Holdings plc ("Venn") has sold 42,244,682 ordinary shares for a total consideration of €575,000. Following Admission of the Debt Conversion Shares, Venn will hold 30,071,428 ordinary shares, representing 3.18% of the enlarged issued share capital .
Venn has agreed that any disposal of Integumen ordinary shares held by them for the two years following Admission will be effected through Integumen's broker so as to ensure an orderly market in the ordinary shares.
In compliance with DTR5, a copy of the notification received from this investor is appended below.
Integumen plc | Gerard Brandon, CEO
| +44 (0) 7340 055 648 |
SPARK Advisory Partners Limited (Nominated Adviser)
| Neil Baldwin/Vassil Kirtchev | +44 (0) 113 370 8974 |
Turner Pope Investments (TPI) Limited (Broker) | Andy Thacker | +44 (0) 20 3621 4120 |
About Integumen:
Integumen is a vertically integrated business, collaborating their Labskin technology platform with partners in artificial intelligence, clinical research, medical device and life science. These collaborators are building their own technology on top of the Labskin AI backbone. Labskin allows skin-care, health-care, pharmaceutical manufacturers and cosmetic companies to test their products on human-like skin in a real-world environment with full access to multiple state-of-the-art partner technologies.
The Company combines data analytics with access to therapeutic operational expertise and offers solutions to our clients, from regulatory approvals, right through to marketing fully tested ingredients that have been certified on our Laboratory grown living human tissue.
TR-1: Standard form for notification of major holdings
NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible)i | ||||||
1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attachedii: | Integumen PLC
| |||||
1b. Please indicate if the issuer is a non-UK issuer (please mark with an "X" if appropriate) | ||||||
Non-UK issuer | ||||||
2. Reason for the notification (please mark the appropriate box or boxes with an "X") | ||||||
An acquisition or disposal of voting rights | X | |||||
An acquisition or disposal of financial instruments | ||||||
An event changing the breakdown of voting rights | ||||||
Other (please specify)iii: | ||||||
3. Details of person subject to the notification obligationiv | ||||||
Name | Venn Life Sciences Holdings plc | |||||
City and country of registered office (if applicable) | London, United Kingdom | |||||
4. Full name of shareholder(s) (if different from 3.)v | ||||||
Name | ||||||
City and country of registered office (if applicable) | ||||||
5. Date on which the threshold was crossed or reachedvi: | 30/04/2019 | |||||
6. Date on which issuer notified (DD/MM/YYYY): | 01/01/2019 | |||||
7. Total positions of person(s) subject to the notification obligation | ||||||
% of voting rights attached to shares (total of 8. A) | % of voting rights through financial instruments(total of 8.B 1 + 8.B 2) | Total of both in % (8.A + 8.B) | Total number of voting rights of issuervii | |||
Resulting situation on the date on which threshold was crossed or reached | Zero | n/a | Zero | Zero | ||
Position of previous notification (if applicable) | ||||||
8. Notified details of the resulting situation on the date on which the threshold was crossed or reachedviii | |||||||||
A: Voting rights attached to shares | |||||||||
Class/type ofshares ISIN code (if possible) | Number of voting rightsix | % of voting rights | |||||||
Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) | Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) | Direct (Art 9 of Directive 2004/109/EC) (DTR5.1) | Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1) | ||||||
GB00BYWJ6269 | Zero | n/a | Zero | n/a | |||||
SUBTOTAL 8. A | Zero | Zero | |||||||
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B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a)) | |||||||||
Type of financial instrument | Expirationdatex | Exercise/Conversion Periodxi | Number of voting rights that may be acquired if the instrument is exercised/converted. | % of voting rights | |||||
n/a | |||||||||
SUBTOTAL 8. B 1 | |||||||||
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B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC (DTR5.3.1.1 (b)) | |||||||||
Type of financial instrument | Expirationdatex | Exercise/Conversion Period xi | Physical or cash settlementxii | Number of voting rights | % of voting rights | ||||
n/a | |||||||||
SUBTOTAL 8.B.2 | |||||||||
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9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an "X") | ||||
Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuerxiii | x | |||
Full chain of controlled undertakings through which the voting rights and/or thefinancial instruments are effectively held starting with the ultimate controlling natural person or legal entityxiv (please add additional rows as necessary) | ||||
Name | % of voting rights if it equals or is higher than the notifiable threshold | % of voting rights through financial instruments if it equals or is higher than the notifiable threshold | Total of both if it equals or is higher than the notifiable threshold | |
n/a | ||||
10. In case of proxy voting, please identify: | ||||
Name of the proxy holder | n/a | |||
The number and % of voting rights held | n/a | |||
The date until which the voting rights will be held | n/a | |||
11. Additional information | ||||
n/a | ||||
Place of completion | London |
Date of completion | 01/05/2019 |